Corporate Law
We advise in all areas of the law of business organizations (including corporate law). We focus directly on business organizations in the USA and in Germany (see Country Focus).
If you require a new entity, we identify the best entity for you in light of your needs, prepare all organizational constitutional documents and take care of any filing requirements. Tax efficient solutions are considered and where necessary tax counsel is brought aboard. We assist in putting your chosen capital structure in place e.g. variations of equity, external debt, shareholder loans and/or convertibles. We also assist in restructurings.
We assist small and mid-sized enterprises in mergers & acquisitions projects (and business broker transactions). We manage the process and all advisors, define and work towards deal milestones, prepare and conduct closings. This can involve due diligence, strategy issues, deal structuring, drafting and negotiation of relevant agreements. Carlos Galaniuk ensures its client’s interests are being advanced, while providing the client with the background necessary to make informed decisions. We help clients assess their risk-return profile, which gives clients an invaluable point of orientation throughout the process.
Attorney Galaniuk is particularly suited to advise clients in “business broker” transactions, which are deals typically having a volume of between USD 200,000 to USD 5,000,000. Business broker deals are often the basis for an E-2 investor visa for international buyers. We are especially familiar with these types of transactions.
A non-exhaustive list of documents and instruments relevant to this practice area include: shareholder agreements, memorandum of association, articles of incorporation, operating agreements, by-laws, partnership agreements, resolutions, subscription agreements, shareholder loans, transfer agreement.
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Corporate Finance
Financing can come from various sources, including banks, private placements, venture capital or private equity firms. The need for financing is usually driven by start-up expenses, expansion, acquisitions, working capital needs, purchase of goods from suppliers or bonding needs. Financing is granted always in the form of either debt or equity, but each financing can take on unique structural and contractual features, which will impact its ranking and risk/reward profile.
Financial Due Diligence
You have selected a target business, which is a privately held business, to look at more closely for a potential acquisition. This article aims to give a brief overview of what type of data you can expect review to enable a determination of the financial condition of the business, and what figures you will use to conduct your business valuation.
Business entity selection: Corporation and LLC compared
When forming a new company, business people are confronted with the issue of which type of business entity to select.
This article focuses on comparing the Corporation to the LLC, while recognizing that there may be other entity forms more appropriate to specific circumstances, including sole proprietorships, general partnerships, limited partnerships, trusts, and a pure contractual agreement.